独立董事制度首创于美国,是指在上市公司董事会中设立独立董事的制度。由于独立董事特有的独立性,使得独立董事一方面可以有效制约控股股东和经理层,遏制内部人控制问题;另一方面还可以凭借专业知识及独立判断提高董事会决策的科学化、透明化程度,促进上市公司规范运作。因此,独立董事制度是完善公司治理结构、保护中小股东利益的有效途径。 The system of independent directors was first established in the United States, which refers to the system of establishing independent directors in the board of directors of listed companies. Due to the unique independence of independent directors, on the one hand, independent directors can effectively control the controlling shareholders and the managers and curb the control of insiders. On the other hand, they can also rely on their professional knowledge and independent judgment to enhance the scientific and transparent decision-making of the board of directors, Promote the standardized operation of listed companies. Therefore, the system of independent directors is an effective way to improve corporate governance structure and protect the interests of minority shareholders.